FLAGSTAR BANCORP, INC. 110,000,000 Shares of Common Stock ($0.01 par value per share) 13,500,000 Shares of Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock Series D ($0.01 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2010 • Flagstar Bancorp Inc • Savings institution, federally chartered • New York
Contract Type FiledNovember 2nd, 2010 Company Industry JurisdictionThe illustrative ratios below assume the completion, as of September 30, 2010, of (i) the offering of Common Stock (assuming no exercise of the underwriter’s over-allotment option), after deducting underwriter’s discounts and commissions and estimated offering expenses, (ii) the offering of Convertible Preferred Stock (assuming no exercise of the underwriter’s over-allotment option), after deducting underwriter’s discounts and commissions and estimated